Antitrust’s Baer, Kirkland, Weil Gotshal: Business of Law

William Baer, a Washington antitrust
lawyer and former Federal Trade Commission official, was
confirmed to head the U.S. Justice Department’s antitrust
division.

Baer’s nomination as assistant attorney general, which had
been stalled in Congress for most of the past year, was
confirmed Dec. 30 by a Senate vote of 64-26.

Baer, a partner at Arnold & Porter LLP, 62, will become the
first fully confirmed head of the antitrust division since
former chief Christine Varney left in August 2011. Since then,
the division has been run by acting chiefs, including Sharis
Pozen, Joseph Wayland and Renata Hesse.

While at the FTC he also brought an antitrust action
against chipmaker Intel and oversaw challenges to Time Warner
Inc. (TWX)’s acquisition of Turner Broadcasting System, the merger
between Ciba-Geigy AG and Sandoz AG to create Novartis AG (NOVN) and
the exclusionary tactics of Toys ’R’ US.

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News

Yahoo Hires Mexican Firm to Handle $2.7 Billion Lawsuit

Yahoo! Inc. hired Mexican law firm Quijano Cortina y de la
Torre to defend it from a $2.7 billion non-final judgment
related to a failed telephone directory partnership, according
to a report from Business Insider.

Francisco Xavier Cortina Cortina, a partner at the law
firm, confirmed to the paper that it had been hired to represent
Yahoo.

The Sunnyvale, California-based company was sued in the
49th Civil Court of the Federal District of Mexico City by
Worldwide Directories, which claimed Yahoo had breached its
contract with the Mexican company to publish and print online
telephone directories in Mexico.

The court ruled that Yahoo had wrongly terminated its
agreement, finding that it had resulted in an actual loss of
business and also potential gains in other countries causing the
judgment to reach the billions, according to the publication.

Yahoo said in a Nov. 30 statement that the “claims are
without merit” and it “will vigorously pursue all appeals,”
of the non-final award.

Quijano Cortina y de la Torre is a small five-person law
firm based out of Mexico City that specializes in commercial and
civil litigation, the Business Insider reported.

LodgeNet to File Bankruptcy, Weil Gotshal Restructuring Counsel

The company hired Weil, Gotshal & Manges LLP as
restructuring counsel and Leonard, Street and Deinard as
corporate counsel, according to a Dec. 31 statement.

The Colony affiliates will become the Sioux Falls, South
Dakota-based company’s controlling shareholder under the
restructuring. Los Angeles-based Colony will receive new common
stock representing full ownership, according to the statement.

LodgeNet hasn’t posted an annual profit since 2006. Last
year, 95 percent of its revenue came from the hotel industry,
with Hilton Worldwide and Marriott International Inc. accounting
for about a third of sales, according to the company’s filings.

LodgeNet said it expects unsecured creditors will be paid
in full at the end of the Chapter 11 process. A steering
committee of lenders holding the company’s debt will support a
five-year extension of its $346 million secured credit facility,
according to the statement. Akin, Gump, Strauss, Hauer & Feld
LLP and CDG Group LLC were advisers to the agent for the
lenders, according to the statement.

Deals

Kirkland & Ellis LLP is providing legal counsel to Duff &
Phelps Corp. (DUF) in a deal to sell the investment-banking firm to a
group of buyers including Carlyle Group LP for $665.5 million.

The buyers, also including Swiss bank Pictet & Cie, Stone
Point Capital LLC and Geneva-based Edmond de Rothschild Group,
are being advised by the law firm of Wachtell, Lipton, Rosen &
Katz.

The buyers will pay $15.55 a share, 19 percent more than
Duff & Phelps’s closing price on Dec. 28. The transaction is
expected to be completed in the first half, the companies said
in a Dec. 30 statement.

The group of buyers will help New York-based Duff & Phelps
continue its international expansion, according to the
statement. Revenue at the 80-year-old firm, which also provides
financial-advisory services, is predicted to rise 17 percent
this year to $465.8 million, the average of analysts’ estimates
compiled by Bloomberg.

The Duff & Phelps merger agreement provides for a “go-
shop” period ending on Feb. 8, during which the company can
solicit and receive alternative proposals. Duff & Phelps would
pay a break-up fee of about $6.65 million if it gets a higher
bid and ends the agreement before March 8.

Duff & Phelps, started in 1932 to provide investment
research, was a financial adviser to the examiner in the Lehman
Brothers Holdings Inc. bankruptcy in 2009 and an administrator
for the Rangers Football Club Plc in the largest soccer club
insolvency in U.K. history, according to its website.

Willkie Farr Representing Warburg Pincus in JHP Acquisition

Willkie Farr & Gallagher LLP is acting as legal adviser to
New York-based private-equity firm Warburg Pincus LLC in its
deal to buy a majority of specialty-drug company JHP
Pharmaceuticals LLC.

Wachtell, Lipton, Rosen & Katz was hired as the legal
adviser to the special committee of the Board of Directors of
JHP Holdings LLC.

Warburg is buying a majority of the company from Morgan
Stanley (MS) Principal Investments for about $195 million. The
acquisition was made on a “debt-free, cash-free basis,” JHP, a
5-year-old firm based in Parsippany, New Jersey, said in a Dec.
31 statement. JHP co-founder and Chief Executive Officer Stuart
Hinchen and other managers retained ownership interests.
Additional terms weren’t disclosed.

JHP, which develops and makes aseptic injectable drugs, was
created by Hinchen and Peter Jenkins in 2007 with Morgan
Stanley’s backing.

Warburg Pincus, a buyout sponsor and venture-capital firm
started by the late Lionel Pincus in 1966, has more than $30
billion in managed assets. It closed its latest flagship
investment fund, a $15 billion vehicle, in 2007.

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Firm News

Midwest Law firm Spencer Fane Announces Management Change

Spencer Fane Britt and Browne LLP, a Midwest law firm with
offices in five cities across Kansas, Missouri and Nebraska,
announced in a Dec. 31 statement that Patrick J. Whalen would
take over as the firm’s new chairman. Whalen, who has degrees in
economics, business and law, succeeds Michael F. Saunders, who
led the firm for 15 years.

“I am proud of what Spencer Fane has accomplished over the
past 15 years. Pat Whalen is a superb choice to handle the next
stage in the law firm’s direction and growth,” Saunders said in
the statement.

The company also announced on Dec. 31 that Thomas W. Hayde,
an associate with the firm since 2006, was promoted to the
partnership. He focuses on commercial disputes, insurance
coverage, product liability and toxic tort litigation. Hayde
received a Juris Doctorate from Washington University in St.
Louis.

“His election will strengthen the firm’s St. Louis-based
litigation practice,” Whalen said of Hayde in a statement.

Moves

American Equity Appoints William R. Kunkel as General Counsel

American Equity Investment Life Holding Company, an
underwriter of index and fixed-rate annuities, appointed William
R. Kunkel as its general counsel, according to a company
statement.

“We are delighted to announce Bill’s appointment as
general counsel. The depth and breadth of his professional
experience, strong leadership abilities, and knowledge of
American Equity’s business having represented us for more than
15 years make him a natural fit,” Executive Chairman, David J.
Noble, and Chief Executive Officer John M. Matovina, said in the
statement.

Kunkel was a partner at the Chicago offices of law firm
Skadden, Arps, Slate, Meagher & Flom LLP, where he joined in
1984, before retiring in June. His practice focused on mergers
and acquisitions, corporate finance, and other corporate
governance and securities matter, according to the Dec. 31
statement. Kunkel is a graduate of Harvard Law School and
Creighton University.

“I am excited to join the American Equity family and
management team at this important time in the company’s
development,” said Kunkel on the appointment. “I look forward
to using my talents and experience to help the company achieve
even greater success in the years that follow.”

Maryland Governor O’Malley Names New Appellate Judge

Maryland Governor Martin O’Malley named Douglas R. M.
Nazarian, chairman of the state’s Public Services Commission, to
the Court of Special Appeals, the state’s intermediate appellate
court, according to the Washington Post.

Prior to his appointment as the PSC chairman, Nazarian
served as the commission’s general counsel. Nazarian was a
lawyer in private practice and taught at the University of
Maryland Francis King Carey School of Law before joining the
commission, according to the Post’s Dec. 29 report.

“I am confident that he has the intellect and
organizational skills necessary to meet the needs of the Court
of Special Appeals and to render well-reasoned decisions,”
O’Malley said in a statement.

Litigation

Knight Capital Group Sued by Investor Over Getco Bid

Knight (KCG) Capital Group Inc., the trading firm that closely
avoided bankruptcy last year after computer errors, was sued by
an investor claiming the stock is undervalued in a $3.75-a-share
takeover by Getco LLC.

Shareholder Ann Jimenez McMillan, represented by law firm
Rigrodsky & Long PA, sued Knight and directors in Delaware
Chancery Court arguing they are obligated to seek out the best
price for company’s shares and the “locked-up” Getco deal
violates those duties, according to the complaint made public
Dec. 31.

The price is “unfair and grossly inadequate,” and will
deny investors “their right to share proportionately and
equitably in the true value of the company’s valuable and
profitable business, and future growth,” Rigrodsky lawyers said
in court papers.

Chicago-based Getco agreed to buy Knight, based in Jersey
City, New Jersey, in December in a $1.4 billion deal, beating
rival suitor Virtu Financial LLC, according to people familiar
with the bidding.

Knight lost more than $450 million in August when
improperly installed software triggered unintended orders. Getco
and five other financial firms provided $400 million to help
Knight in exchange for convertible securities representing more
than 70 percent of its equity.

In the lawsuit, McMillan asks for class-action, or group
status, on behalf of all outside stockholders, unspecified
damages, and an order to stop the deal under its present terms.